Wolters Kluwer 2012 full-year results

Online, software and services revenues up 4% organically.

Wolters Kluwer, a market-leading global information services company focused on professionals, today released its 2012 full-year results.

Highlights

• Revenues up 2% in constant currencies and up 1% organically.
• Online, software and services revenues up 4% organically (74% of total revenues).
• Accelerated organic growth in North America and Asia more than offset declines in Europe.
• Health and Financial & Compliance Services both up 5% organically.
• Ordinary EBITA margin improves to 21.8%.
• Diluted ordinary EPS €1.58, up 1% in constant currencies and in line with guidance.
• Ordinary free cash flow €507 million, up 8% in constant currencies and above guidance.
• Net-debt-to-EBITDA improved to 2.4x (2011 year-end: 3.1x), better than target.
• Proposed 2012 dividend €0.69 per share to be paid in cash; stock dividend program abolished.
• Debt refinancing announced today.

Nancy McKinstry, CEO and Chairman of the Executive Board, commented: “In 2012, we achieved positive organic growth, increased operating margins and free cash flow, while significantly improving our leverage ratio, despite macro economic conditions in Europe. Growth accelerated in North America and in our online and software products globally. We expect conditions in Europe to remain tough in 2013, but we are confident our digital businesses globally will continue to perform well. We will focus investments on our leading, high growth positions, while actively pursuing portfolio refinements and operating efficiencies in order to accelerate growth and raise returns.”

_{∆ - % Change; ∆ CC - % Change constant currencies (EUR/USD 1.39); ∆ OG – % Organic growth. Benchmark and IFRS figures are for continuing operations unless otherwise noted. Benchmark figures are performance measures used by management. See Note 2 for a reconcilation from IFRS to benchmark figures. 1) International Financial Reporting Standard as adopted by the European Union. 2) Includes discontinued operations}

Full-Year 2013 outlook

The table below provides our outlook for the continuing operations in 2013.

_{Guidance for ordinary free cash flow and diluted ordinary EPS is in constant currencies (EUR/USD 1.29). Guidance reflects IAS19R and removal of the pension financing credit or charge from benchmark figures, and includes the estimated impact of performance share issuance offset by share repurchases.}

Guidance for ordinary free cash flow and diluted ordinary EPS is based on constant exchange rates. Wolters Kluwer generates more than half of its ordinary EBITA in North America. As a rule of thumb, based on our 2012 currency profile, a 1 U.S. cent move in the average EUR/USD exchange rate for the year causes an opposite 0.8 euro-cent change in diluted ordinary EPS.

With the adoption of IAS19R on January 1, 2013, we will exclude the net pension financing credit or charge from our ordinary benchmark figures. This change is reflected in the guidance above. See also Note 1 of this release.

We expect market conditions in Europe to remain challenging in 2013, but we are confident our electronic businesses will continue to perform well.

• Legal & Regulatory: We expect our North American operations to see organic growth in revenues, driven by Corporate Legal Services. However, European legal and regulatory markets are expected to remain challenging in the year ahead. We expect margin contraction in Legal & Regulatory to be offset by margin improvement in other divisions.
• Tax & Accounting: We expect seasonal revenue patterns to be similar to 2012. Growth in software should continue across the division while trends in print and bank products are expected to remain weak. Full year margins are expected to be broadly stable.
• Health: We anticipate another year of strong growth in Clinical Solutions. Market conditions for print journals and books are expected to remain soft. Margins will reflect investment in new products and global expansion as well as the positive effect of the ongoing mix shift towards online and software products.
• Financial & Compliance Services: Faces tough comparables in Originations & Compliance and in Audit, Risk & Compliance (ARC). In addition, within ARC, we will be migrating Axentis customers to TeamMate and other software platforms, which may lead to some revenue attrition over the coming 12-24 months. We expect good growth in Finance, Risk & Compliance (FRC), driven by increasing demand for regulatory compliance software. Market conditions for our European transport business are expected to remain challenging.

Net financing costs are expected to be approximately €130 million in constant currencies, including the temporary negative carry caused by early refinancing of our bonds due in 2014.

The benchmark effective tax rate on ordinary income before tax is expected to be broadly in line with the benchmark tax rate of 2012 (27.8%).

Management

Wolters Kluwer announces the appointment of Kevin Entricken as Chief Financial Officer, effective May 2013. Mr. Entricken will be nominated as a Member of the Executive Board, for approval by the Annual General Meeting of Shareholders on April 24, 2013. Mr. Entricken will succeed Boudewijn Beerkens, who has accepted a new role outside Wolters Kluwer, as CFO and Member of the Executive Board of Directors of SHV, a Dutch family-owned company with international operations in the energy and trade sectors, among others.

Dividend

Wolters Kluwer has a progressive dividend policy under which the company expects to increase the dividend per share each year. At the 2013 Annual General Meeting of Shareholders, the company will propose increasing the dividend to €0.69 per share, to be paid in cash on May 16, 2013 for ordinary shareholders or on May 23, 2013 for holders of American Depository Receipts (ADRs). Wolters Kluwer announces today it has resolved to abolish the stock dividend option in order to end the resulting dilution in the most cost effective and tax efficient manner. We will continue to offset the dilution caused by performance share issuance by repurchasing shares up to €20 million in 2013.

Debt refinancing

In a separate statement today, Wolters Kluwer announces its intention to issue a new benchmark size Eurobond. Conditional on the successful completion of this Eurobond, the company intends to exercise a call option on its perpetual cumulative subordinated bonds of €225 million in 2013. On completion, the refinancing exercise will lower our effective interest rate starting 2014.

Strategy

Wolters Kluwer provides legal, tax, accounting, health and financial compliance professionals the essential information, software and services they need to make decisions with confidence. Our strategy focuses on accelerating our organic revenue growth and improving returns.

• Expand our leading, high growth positions: We will focus the majority of investments on high growth segments in our portfolio where we have achieved market leadership. These positions, such as Clinical Solutions and Financial & Compliance Services, provide global expansion opportunities. In addition, we will continue to drive growth in digital solutions and services across the divisions.
• Deliver solutions and insights: We will continuously invest in our products and services in order to deliver the tailored solutions and insights our professional customers need in order to make critical decisions and increase their productivity. We are investing in mobile applications, cloud-based services and integrated solutions. Product investment, including capital expenditure, is expected to remain approximately 8-10% of revenues in coming years.
• Drive efficiencies: We will continue to find more ways to drive efficiencies in areas such as sourcing, technology, real estate, organizational processes, and distribution channels. As in the past, these operational excellence programs will deliver cost savings to support investments and margin expansion, while mitigating cost inflation. In 2013, restructuring costs are expected to be funded by cost savings.

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